SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to read carefully the entire joint proxy statement/prospectus and the other documents attached to or referred to in this joint proxy statement/prospectus in order to fully understand the merger agreement and the proposed mergers. See “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (See Page [●])

SYNNEX Corporation

SYNNEX was incorporated in the State of California in 1980 and later reincorporated in the State of Delaware in 2003. SYNNEX is a Fortune 200 corporation and a leading business process services company, providing a comprehensive range of distribution, logistics and integration services for the technology industry and providing outsourced services focused on customer engagement strategy to a broad range of enterprises. SYNNEX distributes a broad range of information technology systems and products, and also provides systems design and integration solutions. Concentrix Corporation, a wholly owned subsidiary of SYNNEX, which is referred to in this joint proxy statement/prospectus as Concentrix, offers a portfolio of strategic solutions and end-to-end business services around customer engagement strategy, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals. SYNNEX operates in numerous countries throughout North and South America, Asia-Pacific and Europe.

The principal trading market for SYNNEX common stock (NYSE: SNX) is the NYSE. The principal executive offices of SYNNEX are located at 44201 Nobel Drive, Fremont, California 94538; its telephone number is (510) 668-3333; and its website is www.SYNNEX.com. Information on SYNNEX’ website is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

This joint proxy statement/prospectus incorporates important business and financial information about SYNNEX from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information.”

Convergys Corporation

Convergys was incorporated in the State of Ohio in 1996. Convergys is a global leader in customer experience outsourcing, focused on bringing value to its clients through every customer interaction. Convergys provides integrated agent, analytics and technology solutions with operational excellence that it believes deliver superior care, support and business growth for its clients on a global scale. Convergys has approximately 110,000 employees working in 33 countries, interacting with its clients’ customers in 58 languages. As the second-largest global provider in its industry, Convergys has a history of commitment and dedication to excellence in serving many of the world’s largest brands. The Convergys business model allows it to deliver consistent, quality service, at scale in the geographies and channels that meet its clients’ business needs. Convergys proactively partners to solve client business challenges through its account management model. Convergys’ geographic footprint and comprehensive capabilities help leading companies create brand-differentiated customer experiences across all interaction channels, such as voice, mobile, text, chat, social media, email and interactive voice response, to generate revenue and reduce their cost to serve. Convergys is a well-capitalized leader in its market and is able to invest in the services, technology, and analytics that matter to its clients and their customers.

The principal trading market for Convergys common shares (NYSE: CVG) is the NYSE. The principal executive offices of Convergys are located at 201 East Fourth Street, Cincinnati, Ohio 45202; its telephone

number is (513) 723-7000; and its website is www.Convergys.com. Information on the Convergys website is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

This joint proxy statement/prospectus incorporates important business and financial information about Convergys from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information.”

Delta Merger Sub I, Inc.

Merger Sub I was incorporated in the State of Delaware on June 15, 2018, and is a wholly owned subsidiary of SYNNEX. Merger Sub I was formed solely for the purpose of completing the mergers. Merger Sub I has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the merger agreement and the mergers.

The principal executive offices of Merger Sub I are located at 44201 Nobel Drive, Fremont, California 94538; its telephone number is (510) 668-3333.

Delta Merger Sub II, LLC

Merger Sub II was formed in the State of Delaware on June 15, 2018, and is a wholly owned subsidiary of SYNNEX. Merger Sub II was formed solely for the purpose of completing the subsequent merger. Merger Sub II has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the merger agreement and the mergers.

The principal executive offices of Merger Sub II are located at 44201 Nobel Drive, Fremont, California 94538; its telephone number is (510) 668-3333.

The Mergers (See Page [●])

SYNNEX, the Merger Subs and Convergys have entered into the merger agreement. On the terms and subject to the conditions of the merger agreement and in accordance with applicable law, in the initial merger, Merger Sub I will be merged with and into Convergys, with Convergys continuing as the surviving corporation and a wholly owned subsidiary of SYNNEX, and in the subsequent merger, Convergys will be merged with and into Merger Sub II, with Merger Sub II, which will be renamed “Concentrix CVG, LLC”, continuing as the surviving company and a wholly owned subsidiary of SYNNEX. Upon completion of the mergers, Convergys common shares will no longer be publicly traded.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. You should read the merger agreement carefully because it is the legal document that governs the mergers.

Special Meeting of Shareholders of Convergys (See Page [●])

Meeting. The Convergys special meeting will be held on [●], 2018, at the Atrium One Building, 201 East Fourth Street, Suite 350, Cincinnati, Ohio 45202, at [●] a.m. (local time). At the Convergys special meeting, Convergys shareholders will be asked to consider and vote on the following proposals:

Record Date. Convergys’ board of directors has fixed the close of business on [●], 2018, as the record date for determination of the shareholders entitled to vote at the Convergys special meeting or any adjournment or postponement thereof. Only Convergys shareholders of record at the record date are entitled to receive notice of, and to vote at, the Convergys special meeting or any adjournment or postponement of the Convergys special meeting. As of the close of business on [●], 2018, the most recent practicable date for which such information was available, there were [●] Convergys common shares outstanding. Each holder of Convergys common shares is entitled to one vote for each Convergys common share owned at the record date.

Quorum. The presence at the Convergys special meeting, in person or by proxy, of the holders of record of a majority of the Convergys common shares issued and outstanding at the record date (the close of business on [●], 2018) and entitled to vote will be necessary and sufficient to constitute a quorum at the Convergys special meeting. Abstentions will be deemed present at the Convergys special meeting for the purpose of determining the presence of a quorum. Convergys common shares held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee holder of record on any of the proposals to be voted on at the Convergys special meeting, and Convergys common shares with respect to which the beneficial owner otherwise fails to vote, will not be deemed present at the Convergys special meeting for the purpose of determining the presence of a quorum. There must be a quorum for business to be conducted at the Convergys special meeting. Failure of a quorum to be present at the Convergys special meeting will necessitate an adjournment or postponement thereof and will subject Convergys to additional expense.

Required Vote. Pursuant to the Ohio General Corporation law, which is referred to in this joint proxy statement/prospectus as the OGCL, the affirmative vote of holders of at least two-thirds of the Convergys common shares outstanding and entitled to vote thereon is required to adopt the merger agreement. Convergys cannot complete the mergers and the merger consideration will not be paid unless its shareholders adopt the merger agreement by a vote “FOR” the proposal by holders of at least two-thirds of the outstanding Convergys common shares entitled to vote on the proposal. Because adoption of the merger agreement requires the affirmative vote of at least two-thirds of the outstanding Convergys common shares entitled to vote thereon, a Convergys shareholder’s abstention from voting, the failure of a Convergys shareholder who holds his or her shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other nominee holder of record or a Convergys shareholder’s other failure to vote will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

To approve (i) the adjournment from time to time of the Convergys special meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Convergys special meeting or any adjournment or postponement thereof and (ii) the non-binding advisory proposal to approve compensation that will or may be paid by Convergys to its named executive officers in connection with the mergers, requires the affirmative vote of the holders of at least a majority of the Convergys common shares present or represented by proxy at the Convergys special meeting. Accordingly, a Convergys shareholder’s abstention from voting will have the same effect as a vote “AGAINST” such proposals, but the failure of a Convergys shareholder who holds his or her shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other holder of record or a Convergys shareholder’s other failure to vote will have no effect on the outcome of any vote on such proposals.

Share Ownership of and Voting by Convergys Directors and Certain Executive Officers. At the record date for the Convergys special meeting (the close of business on [●], 2018), Convergys’ directors and chief executive officer and chief financial officer and their affiliates beneficially owned and had the right to vote in the

aggregate [●] Convergys common shares, which represents approximately [●]% of the Convergys common shares entitled to vote as of that date.

Each of the directors and certain executive officers of Convergys, solely in his or her individual capacity as a Convergys shareholder, has entered into a voting agreement with SYNNEX, which is referred to in this joint proxy statement/prospectus as the voting agreement, to vote all of the Convergys common shares eligible to be voted at the Convergys special meeting by them in favor of the adoption of the merger agreement and in favor of the proposal to adjourn the Convergys special meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Convergys special meeting or any adjournment or postponement thereof.

Special Meeting of Stockholders of SYNNEX (See Page [●])

Meeting. The SYNNEX special meeting will be held on [●], 2018, at its offices at 44201 Nobel Drive, Fremont, California 94538, at [●] a.m. (Pacific Time). At the SYNNEX special meeting, SYNNEX stockholders will be asked to consider and vote on the following proposals:

Record Date. SYNNEX’ board of directors has fixed the close of business on [●], 2018, as the record date for determination of the stockholders entitled to vote at the SYNNEX special meeting, or any adjournment or postponement thereof. Only SYNNEX stockholders of record at the record date are entitled to receive notice of, and to vote at, the SYNNEX special meeting, or any adjournment or postponement thereof. As of the close of business on [●], 2018, there were [●] shares of SYNNEX common stock outstanding. Each holder of SYNNEX common stock is entitled to one vote for each share of SYNNEX common stock owned at the record date.

Quorum. A quorum, which is a majority of the outstanding shares as of the record date, must be present to hold the SYNNEX special meeting. A quorum is calculated based on the number of shares represented by the stockholders attending in person and by their proxy holders. If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on the matter. Abstentions on any matters are treated as shares present or represented and entitled to vote on that matter and have the same effect as a vote against such matter. Shares of SYNNEX common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee holder of record on any of the proposals to be voted on at the SYNNEX special meeting, and shares of SYNNEX common stock with respect to which the beneficial owner otherwise fails to vote, will not be deemed present at the SYNNEX special meeting for the purpose of determining the presence of a quorum. There must be a quorum for the vote on the stock issuance to be taken at the SYNNEX special meeting. Failure of a quorum to be present at the SYNNEX special meeting will necessitate an adjournment of the meeting and will subject SYNNEX to additional expense.

Required Vote. Assuming a quorum is present, approval of the stock issuance requires the affirmative vote of a majority of the votes cast at the SYNNEX special meeting. SYNNEX cannot complete the mergers unless its stockholders approve the stock issuance. Under the current rules and interpretive guidance of the NYSE, “votes cast” on the stock issuance consist of votes “for” or “against” as well as abstentions. As a result, a SYNNEX stockholder’s abstention from voting on the stock issuance will have the same effect as a vote “AGAINST” the proposal. The failure of a SYNNEX stockholder who holds his or her shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other

nominee holder of record or a SYNNEX stockholder’s other failure to vote will have no effect on the outcome of any vote to approve the stock issuance because these failures to vote are not considered “votes cast.”

To approve the adjournment of the SYNNEX special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the stock issuance at the time of the SYNNEX special meeting, whether or not a quorum, as defined under Delaware law, is present, the affirmative vote of a majority of the shares present at the SYNNEX special meeting in person or by proxy and entitled to vote is required. Accordingly, a SYNNEX stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the proposal, but, the failure of a SYNNEX stockholder who holds his or her shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other nominee holder of record or a SYNNEX stockholder’s other failure to vote will have no effect on the approval of the proposal.

Stock Ownership of and Voting by SYNNEX Directors and Executive Officers. At the record date for the SYNNEX special meeting (the close of business on [●], 2018), the most recent practicable date for which such information was available, SYNNEX’ directors and executive officers and their affiliates beneficially owned and had the right to vote in the aggregate [●] shares of SYNNEX common stock, which represents approximately [●]% of the SYNNEX common stock entitled to vote as of that date. Assuming a quorum is present, to approve the stock issuance, the affirmative vote of a majority of the votes cast at the SYNNEX special meeting is required.

It is expected that SYNNEX’ directors and executive officers and their affiliates will vote their shares “FOR” the stock issuance and “FOR” the adjournment of at the SYNNEX special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the stock issuance at the time of the SYNNEX special meeting, or any adjournment or postponement thereof, although none of them has entered into any agreement requiring them to do so.

What Convergys Shareholders Will Receive in the Mergers (See Page [●])

If the mergers are completed, each Convergys common share will automatically be cancelled and converted into the right to receive $13.25 in cash, without interest, and 0.1193 of shares of SYNNEX common stock, subject to adjustment as provided in the merger agreement in the event that the trading price of SYNNEX common stock prior to the closing of the mergers increases or decreases by more than 10% from a base price of $111.0766.

SYNNEX will not issue any fractional shares in the mergers. Instead, the total number of shares of SYNNEX common stock that each Convergys shareholder will receive in the mergers will be rounded down to the nearest whole number, and each Convergys shareholder will receive cash, without interest, for any fractional share of SYNNEX common stock that he or she would otherwise receive in the mergers. The amount of cash for fractional shares will be calculated by multiplying the fraction of a share of SYNNEX common stock that such Convergys shareholder would otherwise be entitled to receive in the mergers by the SYNNEX closing price.

Example: If you own 100 Convergys common shares at the time the mergers are completed, and assuming no adjustment is made to the exchange ratio, you will be entitled to receive $1,325 in cash, without interest, and 11 shares of SYNNEX common stock. In addition, you will be entitled to receive an amount of cash equal to 0.93 of a share of SYNNEX common stock multiplied by the SYNNEX closing price.

The exchange ratio is fixed for price fluctuations less than 10%, which means that it may not change between now and the date of the initial merger, regardless of whether the market price of either SYNNEX common stock or Convergys common shares changes. Therefore, the value of the stock portion of the merger consideration will depend on the market price of SYNNEX common stock at the time Convergys shareholders

receive SYNNEX common stock in the mergers. Based on the closing price of a share of SYNNEX common stock on the NYSE on [●], 2018, the most recent trading day prior to the date of this joint proxy statement/prospectus for which this information was available, the merger consideration represented approximately $[●] in value for each Convergys common share. The market price of SYNNEX common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Convergys special meeting and the date the mergers are completed and thereafter. The market price of SYNNEX common stock when received by Convergys shareholders after the mergers are completed could be greater than, less than or the same as the market price of SYNNEX common stock on the date of this joint proxy statement/prospectus or at the time of the Convergys special meeting or any adjournment or postponement thereof.

Treatment of Convergys Equity Awards (See Page [●])

As of the completion of the initial merger, each option to purchase Convergys common shares, which are referred to in this joint proxy statement/prospectus as Convergys options, that is outstanding as of the effective time of initial merger: (i) that has an exercise price per Convergys common share that is less than the cash equivalent merger consideration, will be cancelled and converted into the right to receive a cash amount equal to, for each Convergys common share underlying such Convergys option, the excess of (x) the cash equivalent merger consideration over (y) the applicable per share exercise price of the Convergys option or (ii) that has an exercise price per Convergys common share that is greater than or equal to the cash equivalent merger consideration, will be cancelled for no consideration.

Each Convergys RSU, Convergys PSU and Convergys DSU that is outstanding immediately prior to the completion of the initial merger will be cancelled in consideration for the right to receive a cash payment with respect to each Convergys common share underlying such Convergys RSU, Convergys PSU, or Convergys DSU, equal to the cash equivalent merger consideration, or, if higher, a cash amount equal to the average of the opening and closing prices of the Convergys common shares on the trading day immediately preceding the closing date. Payment for Convergys PSUs will be based on the greater of the number of shares that would be earned based on achievement of target performance or the applicable number of shares determined under the applicable award agreement as determined by Convergys’ board of directors. The cash payment in respect of each Convergys RSU or Convergys PSU that was granted on or after March 31, 2016 (other than any such Convergys RSU or Convergys PSU that is held by a non-employee director or that becomes vested at the completion of the initial merger pursuant to the terms of an applicable contract) will remain unvested as of the completion of the initial merger and will continue to vest and be paid in accordance with the terms of the applicable award agreement. Other than as provided above, and except in the case of certain awards that constitute nonqualified deferred compensation for purposes of Section 409A of the Code, the cash payments will be paid promptly following the completion of the initial merger, but not later than five business days following such date.

Recommendations of the Convergys Board of Directors (See Page [●])

Convergys’ board of directors unanimously determined that the merger agreement, the mergers, and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Convergys shareholders. Convergys’ board of directors unanimously recommends that Convergys shareholders vote “FOR” the proposal to adopt the merger agreement. For the factors considered by Convergys’ board of directors in reaching this decision, see “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Convergys’ Reasons for the Mergers; Recommendations of the Convergys Board of Directors that Convergys Shareholders Adopt the Merger Agreement.”

Convergys’ board of directors unanimously recommends that Convergys shareholders vote “FOR” the proposal to adjourn from time to time the Convergys special meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Convergys special meeting or any adjournment or postponement thereof. See “Convergys Proposal II: Adjournment of the Convergys Special Meeting.”

In addition, Convergys’ board of directors unanimously recommends that Convergys shareholders vote “FOR” the proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided by Convergys to its named executive officers in connection with the mergers. See “Convergys Proposal III: Advisory Vote On Merger-Related Executive Compensation Arrangements.”

Recommendations of the SYNNEX Board of Directors (See Page [●])

SYNNEX’ board of directors unanimously determined that the merger agreement, the mergers, and the other transactions contemplated by the merger agreement, including the stock issuance, are advisable and fair to and in the best interests of SYNNEX stockholders. SYNNEX’ board of directors unanimously recommends that SYNNEX stockholders vote “FOR” the stock issuance. For the factors considered by SYNNEX’ board of directors in reaching this decision, see “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—SYNNEX’ Reasons for the Merger; Recommendations of SYNNEX’ Board of Directors that SYNNEX Stockholders Approve the Stock Issuance.”

SYNNEX’ board of directors unanimously recommends that SYNNEX stockholders vote “FOR” the adjournment of the SYNNEX special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the stock issuance at the time of the SYNNEX special meeting, or any adjournment or postponement thereof. See “SYNNEX Proposal II: Adjournment of the SYNNEX Special Meeting.”

Opinion of Convergys’ Financial Advisor (See Page [●])

Convergys retained Centerview Partners LLC, which is referred to in this joint proxy statement/prospectus as Centerview, as financial advisor to Convergys’ board of directors in connection with the proposed mergers and the other transactions contemplated by the merger agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance— Opinion of Convergys’ Financial Advisor.” In connection with this engagement, Convergys’ board of directors requested that Centerview evaluate the fairness, from a financial point of view, to the holders of Convergys common shares (other than Cancelled Shares, Converted Shares and Dissenting Shares (each as defined in the merger agreement), and together with any other Convergys common shares held by any affiliate of Convergys or SYNNEX), which are collectively referred to as “Excluded Shares” throughout this section and the summary of Centerview’s opinion below under the caption “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Opinion of Convergys’ Financial Advisor” of the Consideration proposed to be paid to such holders pursuant to the merger agreement. On June 28, 2018, Centerview rendered to Convergys’ board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 28, 2018 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Consideration proposed to be paid to the holders of Convergys common shares (other than Excluded Shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For purposes of this joint proxy statement/prospectus, the term “Consideration” means (i) a portion of a share of SYNNEX common stock equal to the exchange ratio and (ii) $13.25 in cash, without interest, taken together and not separately.

The full text of Centerview’s written opinion, dated June 28, 2018, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of Convergys’ board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Convergys common shares (other than Excluded Shares) of the Consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the Transaction and does not constitute a recommendation to any shareholder of Convergys or any other person as to how such shareholder or other person should vote or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Opinion of SYNNEX’ Financial Advisor (See Page [●])

In connection with the mergers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is referred to in this joint proxy statement/prospectus as BofA Merrill Lynch, delivered to SYNNEX’ board of directors a written opinion, dated June 27, 2018, as to the fairness, from a financial point of view and as of the date of the opinion, to SYNNEX, of the merger consideration to be paid by SYNNEX in the mergers. The full text of the written opinion, dated June 27, 2018, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to SYNNEX’ board of directors (in its capacity as such) for the benefit and use of SYNNEX’ board of directors in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the mergers and no opinion or view was expressed as to the relative merits of the mergers in comparison to other strategies or transactions that might be available to SYNNEX or in which SYNNEX might engage or as to the underlying business decision of SYNNEX to proceed with or effect the mergers. BofA Merrill Lynch’s opinion does not constitute a recommendation as to how any SYNNEX stockholder or Convergys shareholder should vote or act in connection with the proposed mergers or any related matter.

Ownership of SYNNEX Common Stock After the Mergers (See Page [●])

Based on the number of Convergys common shares outstanding as of July 31, 2018, the most recent practicable date for which such information was available, SYNNEX expects to issue approximately 11,724,122 shares of SYNNEX common stock to Convergys shareholders upon completion of the mergers and may issue up to approximately 1,413,821 shares of its common stock upon conversion of Convergys’ outstanding convertible 5.75% junior subordinated convertible debentures due 2029, which are referred to in this joint proxy statement/prospectus as the convertible debentures. The actual number of shares of SYNNEX common stock to be issued and reserved for issuance upon completion of the mergers will be determined at the completion of the mergers based on the exchange ratio and the number of Convergys common shares outstanding at that time. Based on the number of Convergys common shares outstanding as of July 31, 2018, and the number of shares of SYNNEX common stock outstanding as of July 31, 2018, the most recent practicable date for which such information was available, it is expected that, immediately after completion of the mergers, former Convergys shareholders will own approximately 23% of the outstanding SYNNEX common stock excluding the potential issuance of shares upon conversion of Convergys’ outstanding convertible debentures.

Under the terms of the convertible debentures, the mergers will constitute a fundamental change and a make-whole fundamental change. As a result, holders of the convertible debentures will be permitted to choose (i) to convert their convertible debentures at a temporarily increased conversion rate, (ii) to require Convergys to buy back their convertible debentures for a price equal to their principal amount plus accrued but unpaid interest to but excluding the repurchase date, or (iii) to continue holding their convertible debentures. If the closing of the mergers occurs, the holders of the convertible debentures are expected to exercise the right to convert their debentures in accordance with their terms at a temporarily increased conversion rate shortly following the closing of the mergers (although the holders’ actual decisions will depend upon their judgments based on the prevailing market conditions). Upon conversion following the closing of the mergers, the convertible debentures would be convertible into either cash or a combination of cash and shares of SYNNEX common stock, at the election of Merger Sub II, as successor to Convergys, which would then be a subsidiary of SYNNEX. As of June 30, 2018, $125.0 million of aggregate principal amount of the convertible debentures were outstanding.

Interests of Convergys’ Directors and Executive Officers in the Mergers (See Page [●])

Convergys’ non-employee directors and executive officers may have interests in the mergers that are different from, or in addition to, those of Convergys shareholders generally. These interests include, among others:

See “Interests of Convergys’ Directors and Executive Officers in the Mergers” for a more detailed description of these interests. Convergys’ board of directors was aware of these interests and considered them, among other matters, in reaching its decisions to approve the merger agreement and the transactions contemplated thereby and to recommend that the shareholders of Convergys approve the merger proposal.

Listing of SYNNEX Common Stock and Delisting and Deregistration of Convergys Common Shares (See Page [●])

SYNNEX will apply to have the shares of SYNNEX common stock to be issued in the initial merger approved for listing on the NYSE, where SYNNEX common stock is currently traded. If the mergers are completed, Convergys common shares will no longer be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended, which is referred to in this joint proxy statement/prospectus as the Exchange Act.

Dissenters’ Rights Available to Convergys Shareholders (See Page [●])

If the merger agreement is adopted by Convergys shareholders, Convergys shareholders who do not vote in favor of the adoption of the merger agreement and who properly demand payment of fair cash value of their

shares are entitled to certain dissenters’ rights pursuant to Sections 1701.84(A) and 1701.85 of the OGCL. Section 1701.85 generally provides that Convergys shareholders will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to take any one of the required steps may result in the termination or waiver of such rights.

Specifically, any Convergys shareholder who is a record holder of Convergys common shares on [●], 2018, the record date for the Convergys special meeting, and whose shares are not voted in favor of the adoption of the merger agreement may be entitled to be paid the “fair cash value” of such shares of common stock after the completion of the initial merger. To be entitled to such payment, a shareholder must deliver to Convergys a written demand for payment of the fair cash value of the shares held by such shareholder before the vote to adopt the merger agreement is taken, the shareholder must not vote in favor of the adoption of the merger agreement, and the shareholder must otherwise comply with Section 1701.85. A Convergys shareholder’s failure to vote against the adoption of the merger agreement will not constitute a waiver of such shareholder’s dissenters’ rights, as long as such shareholder does not vote in favor of the adoption of the merger agreement. Any written demand must specify the shareholder’s name and address, the number and class of shares held by him, her or it on the record date, and the amount claimed as the “fair cash value” of such shares of common stock.

See the text of Sections 1701.84(A) and 1701.85 attached as Annex D to this joint proxy statement/prospectus for specific information on the procedures to be followed in exercising dissenters’ rights. Convergys shareholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of dissenters’ rights, due to the complexity of the appraisal process.

Convergys shareholders considering seeking payment of fair cash value of their shares should be aware that the “fair cash value” of their shares as determined pursuant to Section 1701.85 of the OGCL could be more than, the same as, or less than the value of the consideration they would receive pursuant to the merger if they did not seek payment of fair cash value of their shares. If the Convergys common shares are listed on a national securities exchange, such as the NYSE, immediately before the effective time of the initial merger, the fair cash value will be the closing sale price of Convergys’ common shares as of the close of trading on the day before the vote of the Convergys common shareholders on the adoption of the merger agreement.

For a more complete description of Convergys shareholder’s appraisal rights, see “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Appraisal Rights for Convergys Shareholders.”

Appraisal or Dissenters’ Rights Not Available to SYNNEX Stockholders (See Page [●])

Under Delaware law, SYNNEX stockholders will not be entitled to appraisal or dissenters’ rights in connection with the mergers.

Completion of the Mergers is Subject to Certain Conditions (See Page [●])

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the obligation of each of SYNNEX and the Merger Subs, on the one hand, and Convergys, on the other hand, to complete the mergers is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of a number of conditions, including the following:

SYNNEX and Convergys cannot be certain when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be completed.

The Mergers May Not Be Completed Without All Required Regulatory Approvals (See Page [●])

Completion of the mergers is conditioned upon the expiration or early termination of the waiting period relating to the mergers under the HSR Act and completion of all other required antitrust filings, notices, approvals and clearances, which are collectively referred to in this joint proxy statement/prospectus as the antitrust approvals. Subsequent to such filings, Convergys and SYNNEX will respond to inquiries from governmental authorities, or provide any supplemental information that may be requested by governmental authorities, in connection with filings made with such governmental authorities.

Under the HSR Act, certain transactions, including the mergers, may not be completed unless the applicable waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the Federal Trade Commission, which is referred to in this joint proxy statement/prospectus as the FTC, and the Antitrust Division of the U.S. Department of Justice, which is referred to in this joint proxy statement/prospectus as the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. If the DOJ or the FTC issues a Request for Additional Information and Documentary Material prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the request for additional information, unless the waiting period is terminated earlier.

Each of SYNNEX and Convergys filed its required HSR Act notification and report with respect to the mergers on July 19, 2018, and the request for early termination under the HSR Act waiting period was granted effective on July 30, 2018. Both before and after the termination of the waiting period, the FTC and Antitrust Division of the DOJ retain the authority to challenge the mergers on antitrust grounds. In addition, the completion of the mergers is also conditioned upon obtaining consent, authorization, expiration or termination of the merger control waiting period under certain foreign antitrust laws. SYNNEX, the Merger Subs and Convergys have submitted and agreed to submit these merger control filings promptly following the submission of their respective HSR Act filings.

In connection with the stock issuance, SYNNEX must file a registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, with the SEC under the Securities Act of 1933, which is referred to in this joint proxy statement/prospectus as the Securities Act, that is declared effective by the SEC. As a condition to the closing of the mergers, no stop order shall be in effect with respect to the Form S-4, of which this joint proxy statement/prospectus forms a part, and no proceedings to that effect commenced.

Description of Debt Financing (See Page [●])

SYNNEX anticipates that the total amount of funds necessary to pay the cash portion of the merger consideration and to pay transaction fees and expenses will be approximately $1,540 million, which amount is subject to adjustment as further described in “The Merger Agreement—Merger Consideration.” In addition, SYNNEX anticipates that the total amount of funds necessary to directly or indirectly pay, repay, repurchase, or settle, as applicable, certain existing indebtedness of Convergys and its subsidiaries will be approximately $500 million. These amounts will be funded through some or all of either (i) the bridge facility (defined below) or (ii) the takeout facility (defined below), together with cash on hand and the proceeds, if and to the extent required (if at all), that SYNNEX may seek to obtain from any other bank financing or offering of debt securities. Remaining amounts under the takeout facility will be used for general corporate purposes, including, without limitation, permitted acquisitions or dividends.

To provide the debt financing required by SYNNEX to consummate the mergers, SYNNEX has entered into:

(1) a commitment letter, dated June 28, 2018, which is referred to in this joint proxy statement/prospectus as the bridge commitment letter, from JPMorgan Chase Bank, N.A., Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, who are collectively referred to in this joint proxy statement/prospectus in such capacities as the bridge commitment parties, pursuant to which SYNNEX has received commitments for an aggregate principal amount of $3.57 billion in financing to provide a senior secured 364-day term loan bridge facility, which is referred to in this joint proxy statement/prospectus as the bridge facility. The bridge facility consisted of two different tranches of senior secured term loans: the first tranche, which is referred to in this joint proxy statement/prospectus as tranche A of the bridge facility, was for $1.8 billion in the aggregate; and the second tranche, which is referred to in this joint proxy statement as tranche B of the bridge facility, was for $1.77 billion in the aggregate. If utilized, as further described below, the proceeds of tranche A of the bridge facility would be used for the purposes described in the first paragraph under the heading above “Description of Debt Financing.” The incurrence of the acquisition-related indebtedness which would be funded by tranche A of the bridge facility was not permitted under SYNNEX’ credit agreement dated as of November 27, 2013, among SYNNEX, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent, and which is referred to in this joint proxy statement/prospectus as the existing credit agreement. Accordingly, pursuant to the takeout commitment letter (referred to below), the takeout commitment parties (referred to below) agreed to use their commercially reasonably efforts to obtain requisite consents to an amendment to the existing credit agreement in order to permit such acquisition-related indebtedness. SYNNEX obtained this amendment on August 7, 2018, and pursuant to the terms of the bridge commitment letter, the commitment with respect to tranche B of the bridge facility was automatically reduced to zero. The borrower under the bridge facility will be SYNNEX and the secured obligations of SYNNEX under the bridge facility will be guaranteed and secured by each existing and subsequently acquired or formed direct and indirect domestic wholly owned subsidiary of SYNNEX, subject to customary exceptions; and

(2) a commitment letter dated June 28, 2018, which is referred to in this joint proxy statement/prospectus as the takeout commitment letter, from JPMorgan Chase Bank, N.A., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, who are collectively referred to in this joint proxy statement/prospectus in such capacities as the takeout commitment parties, pursuant to which SYNNEX has received commitments for an

aggregate principal amount of $625.0 million in financing in connection with the syndication of a $1.2 billion 5-year senior secured term loan A facility, which is referred to in this joint proxy statement/prospectus as the takeout facility. The commitments of the takeout commitment parties with respect to the takeout facility are subject to customary conditions, including SYNNEX receiving additional commitments under the takeout facility of not less than $325.0 million. The takeout commitment parties have agreed to use their commercially reasonable efforts to syndicate the takeout facility, which may be increased to up to $1.8 billion if the takeout facility is oversubscribed. The borrower under the takeout facility will be SYNNEX and the secured obligations of SYNNEX under the takeout facility will be guaranteed by each existing and subsequently acquired or formed direct and indirect domestic wholly owned subsidiary of SYNNEX, subject to customary exceptions. Pursuant to the takeout commitment letter, the takeout commitment parties also agreed to use their commercially reasonable efforts to obtain an amendment from the requisite lenders to the existing credit agreement in order to permit the incurrence of the takeout facility and/or tranche A of the bridge facility, as applicable, and which is referred to in this joint proxy statement/prospectus as the financing amendment. As described above, on August 7, 2018, SYNNEX entered into the financing amendment, and the financing amendment became effective as of such date.

At this time, SYNNEX has not yet determined whether tranche A of the bridge facility or the takeout facility will be utilized to provide the debt financing required to consummate the proposed transactions because such determination will be dependent on future market conditions. However, SYNNEX intends to utilize the takeout facility if market conditions are favorable at the time of the distribution and not use tranche A of the bridge facility. In the event that some or all of the takeout facility is not available, SYNNEX may seek to obtain additional bank financing or issue debt securities, however, there is no assurance that such alternative arrangements will be available on acceptable terms or at all. If tranche A of the bridge facility is utilized there can be no assurance that any replacement or supplemental financing in lieu of the bridge facility will be available to SYNNEX on acceptable terms or at all. SYNNEX’ ability to obtain additional debt financing, including financing to replace or supplement tranche A of the bridge facility, will be subject to various factors, including market conditions and operating performance.

The funding under either the bridge commitment letter or the takeout commitment letter, as applicable, is subject to customary conditions, including conditions that do not relate directly to the conditions to closing in the merger agreement. See “The Merger Agreement—Financing.”

For a more complete description of SYNNEX’ debt financing for the mergers, see “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Description of Debt Financing.”

SYNNEX and Convergys Expect the Mergers to be Completed by the End of Calendar Year 2018 (See Page [●])

The mergers will occur after the conditions to their completion have been satisfied or, to the extent permitted by applicable law, waived, unless otherwise mutually agreed by the parties. As of the date of this joint proxy statement/prospectus, SYNNEX and Convergys expect the mergers to be completed by the end of the calendar year 2018. However, there can be no assurance as to when, or if, the mergers will occur.

No Solicitation by Convergys (See Page [●])

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the exceptions described below and in the merger agreement, Convergys has agreed not to, among other things, (i) solicit, initiate or knowingly encourage or facilitate the submission of any proposal, or offer or inquiry regarding the making of any proposal or offer that constitutes or would reasonably be expected to lead to a takeover proposal (as hereinafter defined), (ii) engage in, continue or otherwise participate in any discussions or

negotiations regarding or furnish to any third party any information in connection with or for the purpose of encouraging or facilitating an acquisition proposal from any third party or (iii) approve or enter into any agreement or letter of intent with respect to an acquisition proposal by a third party.

However, at any time prior to the adoption of the merger agreement by Convergys shareholders, if Convergys receives a bona fide unsolicited written takeover proposal from a third party that (i) did not result from a breach of any of the non-solicit provisions and (ii) Convergys’ board of directors determines in good faith that such takeover proposal constitutes or could reasonably be expected to lead to a superior acquisition proposal, as such term is defined under the caption “The Merger Agreement—No Solicitation,” Convergys is permitted to:

Convergys’ board of directors may change, withdraw or modify its recommendation that Convergys shareholders adopt the merger agreement and recommend a takeover proposal (or terminate the merger agreement to enter into an agreement for such alternative transaction), if Convergys’ board of directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such takeover proposal constitutes a superior proposal. Additionally, Convergys’ board of directors may also change, withdraw or modify its recommendation that Convergys shareholders adopt the merger agreement if it determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that failure to change, withdraw or modify its recommendation would reasonably be expected to be inconsistent with its fiduciary duties (whether or not as a result of a takeover proposal).

In addition, Convergys’ board of directors is not permitted to change, withdraw or modify its recommendation that Convergys shareholders adopt the merger agreement or recommend a takeover proposal, unless, before taking that action, Convergys gives SYNNEX two business days (four business days, in the event of a takeover proposal) prior written notice that it intends to take that action and, and after considers in good faith any proposed revisions to the merger agreement proposed by SYNNEX.

Termination of the Merger Agreement (See Page [●])

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and on the terms and subject to the conditions set forth in the merger agreement, the merger agreement may be terminated at any time before completion of the mergers in any of the following ways:

Termination Fees and Expenses (See Page [●])

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, Convergys has agreed to pay SYNNEX a termination fee of $74.0 million if the merger agreement is terminated under any of the following circumstances:

Furthermore, and as more fully described in this joint proxy statement/prospectus and in the merger agreement, Convergys has agreed to pay SYNNEX $37.0 million if (i) a takeover proposal (as hereinafter defined, but substituting 50% for 20% in the definition thereof) is publicly made and not withdrawn at least four business days prior to the Convergys special meeting, (ii) thereafter the merger agreement is terminated by SYNNEX or Convergys because the Convergys shareholders fail to adopt the merger agreement at the Convergys special meeting and (iii) Convergys completes or enters into a definitive agreement with respect to such takeover proposal within the 12 months following such termination, with an additional $37.0 million payable by Convergys to SYNNEX upon the consummation of such alternative transaction.

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and on the terms and subject to the conditions of the merger agreement, Convergys has agreed to pay SYNNEX an expense reimbursement fee of $12.35 million if the merger agreement is terminated by Convergys or SYNNEX because Convergys shareholders fail to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Convergys special meeting. This expense reimbursement is creditable against any termination fee subsequently payable.

In addition, as more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, SYNNEX has agreed to pay Convergys an expense reimbursement fee of $12.35 million if the merger agreement is terminated by Convergys or SYNNEX because SYNNEX stockholders fail to approve the stock issuance upon a vote taken on a proposal to approve the stock issuance at the SYNNEX special meeting.

See “The Merger Agreement—Termination Fee and Expenses” for a more complete description of the circumstances under which Convergys will be required to pay a termination fee or Convergys or SYNNEX will be required to pay an expense reimbursement.

Specific Performance (See Page [●])

Under the merger agreement, each of SYNNEX and Convergys is entitled to an injunction or injunctions to prevent breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement.

Material U.S. Federal Income Tax Consequences (See Page [●])

Although SYNNEX and Convergys have agreed to use reasonable best efforts to cause the initial merger, together with the subsequent merger, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, there can be no assurance that the mergers will so qualify. In addition, the completion of the mergers is not conditioned on the mergers qualifying for the intended tax treatment or upon the receipt of an opinion of counsel or IRS ruling to that effect, and whether or not the mergers will qualify for the intended tax treatment depends on facts that will not be known until the mergers are completed. In particular, the intended tax treatment requires that the value of the shares of SYNNEX common stock issued to Convergys shareholders in the initial merger, determined as of the completion of the initial merger, represents at least a minimum percentage of the total consideration paid to Convergys shareholders in the initial merger. While there is no specific guidance as to precisely what minimum percentage is necessary to satisfy this requirement, it would be satisfied if the SYNNEX common stock (valued as of the completion of the initial merger) represents at least 40% of the total merger consideration. Because this test is based on the value of SYNNEX common stock as of the completion of the initial merger, a decline in the value of SYNNEX common stock could cause this requirement not to be met. Accordingly, no assurance can be given that the mergers will qualify for the intended tax treatment.

If the mergers qualify for the intended tax treatment as further described under “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Material U.S. Federal Income Tax Consequences,” a U.S. holder, as defined in such section, of Convergys common shares generally will not recognize any loss and generally will recognize gain (if any) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the shares of SYNNEX common stock and cash received by such holder exceeds such holder’s tax basis in its Convergys common shares and (ii) the amount of cash received by such holder. If the mergers fail to qualify for the intended tax treatment, as further described under “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Material U.S. Federal Income Tax Consequences,” a U.S. holder of Convergys common shares generally will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the shares of SYNNEX common stock and the amount of cash received by such holder (including cash received in lieu of a fractional share of SYNNEX common stock) and (2) such holder’s tax basis in the Convergys common shares surrendered.

Each Convergys shareholder is urged to read the section “Convergys Proposal I: Adoption of the Merger Agreement and SYNNEX Proposal I: Approval of the Stock Issuance—Material U.S. Federal Income Tax Consequences” and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the mergers.

Accounting Treatment (See Page [●])

The mergers will be accounted for as an acquisition of a business. SYNNEX will record assets acquired and liabilities assumed from Convergys primarily at their respective fair values at the date of completion of the mergers. Any excess of the purchase price (as described under Note 4 under “SYNNEX Unaudited Pro Forma Condensed Combined Financial Statements”) over the net fair value of such assets and liabilities will be recorded as goodwill.

Rights of Convergys Shareholders Will Change as a Result of the Mergers (See Page [●])

Convergys shareholders will have different rights once they become SYNNEX stockholders due to differences between the organizational documents of SYNNEX and Convergys and differences between Delaware law, under which SYNNEX is incorporated, and Ohio law, under which Convergys is incorporated. These differences are described in more detail under “Comparison of Stockholder Rights.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SYNNEX

The following table presents selected historical consolidated financial data of SYNNEX. The selected historical consolidated financial data of SYNNEX for each of the years ended November 30, 2017, 2016 and 2015, and as of November 30, 2017 and 2016, are derived from SYNNEX’ audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended November 30, 2017, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data of SYNNEX for each of the years ended November 30, 2014 and 2013, and as of November 30, 2015, 2014 and 2013, have been derived from SYNNEX’ audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus.

The selected historical consolidated financial data of SYNNEX as of, and for the six months ended, May 31, 2018 and as of and for the six months ended May 31, 2017, are derived from SYNNEX’ unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2018, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data of SYNNEX as of May 31, 2017 are derived from SYNNEX’ unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017, which has not been incorporated by reference into this joint proxy statement/prospectus. SYNNEX’ management believes that SYNNEX’ unaudited consolidated financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

You should read the following selected historical consolidated financial data of SYNNEX in conjunction with SYNNEX’ audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended November 30, 2017 and unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2018. In particular, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and notes to SYNNEX’ above-mentioned consolidated financial statements for significant events affecting the comparability of results as well as material uncertainties regarding SYNNEX’ future financial condition and results of operations. SYNNEX acquired the North America and Latin America distribution businesses of Datatec Limited through the purchase of Westcon Group, Inc., a Delaware company, which is referred to in this joint proxy statement/prospectus as Westcon-Comstor Americas, in September 2017, the Minacs group of companies in August 2016 and the Customer Relationship Management business of International Business Machines Corporation in fiscal year 2014, which impact the comparability of financial results with prior periods.

The increase in SYNNEX’ borrowings and stockholders’ equity between fiscal year 2013 and 2014 was to fund the acquisition of the Customer Relationship management business of International Business Machines Corporation in fiscal year 2014. The increase in SYNNEX’ borrowings between fiscal year 2015 and fiscal year 2016 and between fiscal year 2016 and fiscal year 2017 was primarily to fund the acquisitions of the Minacs group of companies in August 2016 and Westcon-Comstor Americas in September 2017, respectively.

For the six months ended May 31, 2018, “Net income” and “Earnings per share attributable to SYNNEX” were impacted by a charge of $24,701, or $0.62 per basic share and $0.61 per diluted share, respectively, related to transition tax on accumulated overseas profits and the remeasurement of deferred tax assets and liabilities to the new U.S. tax rate related to the enactment of the Tax Cuts and Jobs Act of 2017.

For fiscal year ended November 30, 2013, the numerator for the computation of “Earnings per share attributable to SYNNEX—Diluted” was adjusted for dilutive changes in the estimated value of the conversion premium of SYNNEX’ convertible debt from April 2013 through the final settlement date in August 2013. The adjustment to the numerator had the effect of reducing SYNNEX’ “Earnings per share attributable to SYNNEX Corporation—Diluted” by $0.97 for the fiscal year ended November 30, 2013.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONVERGYS

The following table presents selected historical consolidated financial data of Convergys. The selected historical consolidated financial data of Convergys for each of the years ended December 31, 2017, 2016 and 2015, and as of December 31, 2017 and 2016, are derived from Convergys’ audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data of Convergys for each of the years ended December 31, 2014 and 2013, and as of December 31, 2015, 2014 and 2013, have been derived from Convergys’ audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data of Convergys has been adjusted to reflect changes arising from Convergys’ January 1, 2017 adoption of Accounting Standards Update (ASU) No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which has been applied retrospectively.

The selected historical consolidated financial data of Convergys as of, and for the six months ended, June 30, 2018, and as of and for the six months ended June 30, 2017, are derived from Convergys’ unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data of Convergys as of June 30, 2017 are derived from Convergys’ unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, which has not been incorporated by reference into this joint proxy statement/prospectus.

You should read the following selected historical consolidated financial data of Convergys in conjunction with Convergys’ audited consolidated financial statements contained in the reports of Convergys filed with the SEC and incorporated herein by reference. For more information, see “Where You Can Find More Information.”